Gemini Space Station insiders report 100-share cancellation tied to IPO

Rhea-AI Filing Summary

Gemini Space Station, Inc. (GEMI) insiders filed a Form 4 reporting a reorganization-related disposition on 09/15/2025. The filing shows a Code J transaction in which 100 shares of Common Stock were disposed of for $0, and the reporting person held 0 shares following the transaction. The explanatory note states Gemini Space Station, LLC was the sole stockholder and its nominal common stock was cancelled in connection with reorganizational transactions consummated immediately prior to or upon the issuer's initial public offering on the same date. Several related parties (Gemini Space Station, LLC; Winklevoss Tyler Howard; Winklevoss Cameron Howard; Winklevoss Capital Fund, LLC) are named as reporting persons and signatories.

Positive

• Disclosure clearly ties the disposition to reorganizational transactions related to the issuer's IPO on 09/15/2025
• Related-party relationships (Gemini Space Station, LLC; Winklevoss individuals; Winklevoss Capital Fund) are fully disclosed with explanatory notes

Negative

• Reported disposition of 100 shares for $0, leaving 0 shares beneficially owned following the transaction
• No financial consideration is recorded for the disposed shares (Price reported as $0)

Insights

Securities Analyst

TL;DR: A reorganizational cancellation tied to the IPO led to a reported disposition of 100 shares and zero post-transaction holdings.

The Form 4 documents a Code J disposition dated 09/15/2025 showing 100 shares of common stock disposed for no consideration and resulting in zero shares held by the reporting entity. The explanatory language explicitly ties the cancellation to reorganizational transactions immediately prior to or upon the issuer's initial public offering on that date. Multiple related reporting persons are disclosed, including two individual officers who may be deemed indirect beneficial owners of shares held by an affiliated fund, with customary disclaimers of beneficial ownership to the extent of pecuniary interest.

Corporate Governance Expert

TL;DR: Form 4 reflects internal reorganization at IPO, with disclosures of related-party relationships and a cancellation of nominal shares.

The filing provides clear disclosure of the relationships among Gemini Space Station, LLC, Winklevoss Capital Fund, LLC and individual Winklevoss reporting persons, including officer and director roles. The explanatory note states the LLC's nominal common stock was cancelled as part of reorganizational transactions tied to the issuer's IPO on 09/15/2025. Signatures from authorized representatives are provided, satisfying Form 4 execution requirements.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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X

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Gemini Space Station, LLC

(Last) (First) (Middle)

C/O GEMINI SPACE STATION, INC.

600 THIRD AVENUE, 2ND FLOOR

(Street)

NEW YORK NY 10016

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Gemini Space Station, Inc. [ GEMI ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
09/15/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	09/15/2025		J		100(1)	D	$0	0	D(2)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

1. Name and Address of Reporting Person^*

Gemini Space Station, LLC

(Last) (First) (Middle)

C/O GEMINI SPACE STATION, INC.

600 THIRD AVENUE, 2ND FLOOR

(Street)

NEW YORK NY 10016

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Winklevoss Tyler Howard

(Last) (First) (Middle)

C/O GEMINI SPACE STATION, INC.

600 THIRD AVENUE, 2ND FLOOR

(Street)

NEW YORK NY 10016

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Executive Officer

1. Name and Address of Reporting Person^*

Winklevoss Cameron Howard

(Last) (First) (Middle)

C/O GEMINI SPACE STATION, INC.

600 THIRD AVENUE, 2ND FLOOR

(Street)

NEW YORK NY 10016

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
	President

1. Name and Address of Reporting Person^*

Winklevoss Capital Fund, LLC

(Last) (First) (Middle)

FARMERS BANK BUILDING

301 N. MARKET STREET, SUITE 1463

(Street)

WILMINGTON DE 19801

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

Explanation of Responses:

1. Gemini Space Station, LLC was the sole stockholder of the Issuer and held a nominal amount of common stock of the Issuer, which was cancelled in connection with the reorganizational transactions consummated immediately prior to or upon closing of the Issuer's initial public offering on September 15, 2025.

2. Messrs. Tyler Winklevoss and Cameron Winklevoss are the Co-Founders and Principals of Winklevoss Capital Fund, LLC, as well as the Managers of the managing entity of Winklevoss Capital Fund, LLC. As a result, each of Messrs. Tyler Winklevoss and Cameron Winklevoss may be deemed the beneficial owner of the securities beneficially owned by Winklevoss Capital Fund, LLC and disclaims such beneficial ownership except to the extent of their respective pecuniary interest therein.

	/s/ Tyler Meade for Gemini Space Station, LLC, By: Tyler Meade, Chief Legal Officer	09/15/2025
	/s/ Cameron Winklevoss for Winklevoss Capital Fund, LLC, By: Cameron Winklevoss, Manager, Winklevoss Capital Management, LLC	09/15/2025
	/s/ Tyler Meade, as attorney-in-fact	09/15/2025
	/s/ Tyler Meade, as attorney-in-fact	09/15/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What transaction did Gemini Space Station, Inc. insiders report on Form 4 (GEMI)?

The Form 4 reports a Code J disposition on 09/15/2025 of 100 shares of Common Stock disposed for $0, resulting in 0 shares held following the transaction.

Why were the 100 shares disposed according to the filing?

The explanatory note states the shares were cancelled in connection with reorganizational transactions consummated immediately prior to or upon the issuer's initial public offering on 09/15/2025.

Who are the reporting persons named on the Form 4 for GEMI?

Reporting persons include Gemini Space Station, LLC, Winklevoss Tyler Howard (Director, CEO), Winklevoss Cameron Howard (Director, President), and Winklevoss Capital Fund, LLC.

Do the Winklevoss individuals claim beneficial ownership of the fund's securities?

The filing discloses that each of Tyler and Cameron Winklevoss may be deemed the beneficial owner of securities held by Winklevoss Capital Fund, LLC but they disclaim such beneficial ownership except to the extent of their pecuniary interest.

Are signatures included on the Form 4 filing?

Yes. The filing includes signatures dated 09/15/2025, including authorized signatories and attorneys-in-fact.